REQUEST FOR PROPOSAL FOR SERVICES

 

 

LRPS-SUDA–2016- 9129175

 

UNITED NATIONS CHILDREN’S FUND (UNICEF)

 

Wishes to invite you to submit a proposal To provide strategic WASH technical support to the partners (UNOPS and UNICEF) and the Urban Water for Darfur Project Field Team based in El Fasher as described in the attached TOR document Annex II).

 

 

The E-MAILED proposals should be sent to:

 

Christopher Adomati

Chief, Supply and Logistics Unit,

EMAIL: sudansupplybids@unicef.org

 

IMPORTANT – ESSENTIAL INFORMATION

The reference “RFPS-SUDA-2016-9129175” must be written/typed on all email subject of the email

 

The Proposal MUST be received at the above address by latest 12:00 p.m.  Khartoum local Time on                         13 December, 2016. 
 

Proposals must be sent to above e-mail address ONLY. Proposals sent to other addresses or sent by other means will be invalidated, even if received before the stipulated deadline.

 

It is important that you read all of the provisions of the Request for Proposal for Services, to ensure that you understand UNICEF’s requirements and can submit a proposal in compliance with them. Note that failure to provide compliant proposals may result in invalidation of your proposal.

 

Annexes within this documents.

Annex I: Technical Evaluation Criteria. Located in page 12

Annex II: Term of references. Attached (4 Pages)

Annex III: UNICEF General Terms and conditions for the institutional/corporates contracts. Pages 14 to 19.

Annex IV: Instruction to bidders. Located in Page 20.

Annex V: UNICEF Suppler Profile Form.

 

 

 

 

 

 

 

 

 

THIS REQUEST FOR PROPOSAL FOR SERVICES HAS BEEN:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPOSAL FORM

 

THIS PAGE/PROPOSAL FORM must be completed, signed and returned to UNICEF.
Proposal must be made in accordance with the instructions contained in this Request for Proposal for Services.

TERMS AND CONDITIONS OF CONTRACT

Any Contract resulting from this Request for Proposal for Services shall incorporate (a) relevant provisions of the UNICEF Generic General Terms and Conditions for Institutional Contracts for Services; and (b) any Specific Terms and Conditions detailed in this Request for Proposal for Services.

 

INFORMATION

Any request for information regarding this RFPS must be forwarded by email to the person who prepared this document, with specific reference to the RFPS number.
 

The Undersigned, having read and understood RFPS-SUDA-2016-9129175 and having accepted the terms and conditions set out in this Request for Proposal for Services, hereby offers to supply the services specified in the Appendices to this Request for Proposal for Services at the fee or fees quoted, in accordance with any specifications stated and subject to the Terms and Conditions set out or specified in this Request for Proposals for Services.

 

Signature:                     _____________________________________

Date:                               _____________________________________

Name & Title:               _____________________________________

Company:                    _____________________________________

Postal Address:               _____________________________________

Tel. No.:                          _____________________________________

E-mail:                            _____________________________________

Validity of Offer     _____________________________________

Currency of Offer:           ______________________________

 

 

No Price Proposal value details are to be included within this form.

 

 

Please indicate, after having read UNICEF Payment Terms, which of the following Payment Terms are offered by you:

10 Days, 3.0%___ 15 Day, 2.5%__ 20 Days, 2.0%___ 30 Days, Net__Other Discounts: ____

 

 

1.PROCEDURES AND RULES

 

1.1ORGANIZATIONAL BACKGROUND; SPECIFIC PROJECT SITUATION

UNICEF is the agency of the United Nations mandated to advocate for the protection of children’s rights, to help meet their basic needs and to expand their opportunities to reach their full potential.  Guided by the Convention on the Rights of the Child UNICEF strives to establish children’s rights as international standards of behaviour towards children.  UNICEF’s role is to mobilise political will and material resources to help countries ensure a “first call for children”.  UNICEF is committed to ensuring special protection for the most disadvantaged children.

UNICEF carries out its work through its headquarters in New York, eight regional offices and 125 country offices word-wide.  UNICEF also has a research centre in Florence, a supply operation based in Copenhagen and offices in Tokyo and Brussels.  UNICEF’s thirty-seven national committees in industrialised countries raise funds and spread awareness about the organisation’s mission.

 

1.2PURPOSE OF THE RFPS

The purpose of this Request for Proposal for Services (this “RFPS”) is to solicit proposals for

To provide strategic WASH technical support to the partners (UNOPS and UNICEF) and the Urban Water for Darfur Project Field Team based in El Fasher

 

1.3WORK ASSIGNMENTS and TERM OF REFERENCE

The work assignment and the Term of Reference is part of this RFP and included in the Annexe II

 

1.4FORECAST SCHEDULE

The schedule of the contractual process is as follows:

1. RFP opened for bids

November  29, 2016

1. Technical and Cost proposals received not later than (noon) 12:00 p.m., Khartoum time at sudansupply@unicef.org

December 13, 2016

1. Opening of Proposals received

December 13, 2016

1. Internal review and selection process completed    

December 29, 2016

1. Award of contract             

December 31, 2016

1. Proposed commencement date         

January 1, 2017

1. Proposed completion date           

June 30, 2017 (Initially six months with potential for further extension as shall be determined)

It is understood that UNICEF Sudan Country office reserve the right to alter this schedule according to

Its own needs.

 

 

 

 

 

1.5RFPS RESPONSE FORMAT

 

Electronic submission of proposals

 

All documentation submitted electronically should clearly indicate the reference number of the Request

For Proposal  RFPS–SUDA–2016-9129175  in all three distinct sets of documents namely the file(s) making up the Proposal  Bid Summary Form, the  file(s) making up the Technical Proposal and the files(s) making up the Price

Proposal.  These files will be listed in the Proposal Bid Summary form.

 

All electronic bidding documents must be submitted in ENGLISH and in either MS Office (Word,

Excel) format or PDF Adobe Acrobat format.

 

The UNICEF reference RFPS–SUDA–2016-9129175 and offeror’s name must appear in the file name of all submitted electronic bidding documents. For example:

 

• RFPS–SUDA–2016-9129175-OFFEROR-BidSummary.pdf
• RFPS–SUDA–2016-9129175 -OFFEROR-Technical Proposal.pdf 
• RFPS–SUDA–2016-9129175 OFFEROR-Price Proposal.pdf

 

Offerors should ensure that files submitted as part of their proposals are FREE of viruses, are not corrupted, are in the specified format, are readable and applicable passwords are correct. Failure to comply with these requirements will invalidate your proposals and prevent UNICEF from accepting the entire proposal.

 

Please note  that at  any  time  prior  to  the deadline  for  submission of Proposals, UNICEF may,  for  any reason, whether at  its own  initiative or  in  response  to a clarification requested by a prospective Offeror, modify  the solicitation documents by amendment, including through provision of

 

The Request for Proposal Form should be a scanned copy of an original signed form and should not be password protected. The Bid Summary Form should be signed by the duly authorized representative of the submitting institution.

 

 

1.6PROPOSER RESPONSE

 

1. Formal submission requirements

The formal submission requirements as outlined in this RFPS must be followed, e.g. regarding form and timing of submission.

 

1. Proposal Form

The completed and signed Proposal Form must be submitted together with the Proposal to UNICEF Sudan

Office, Bid Section at the address stated on the front page of this RFPS, Also bidders are requested to fill in the attached UNICEF Supplier profile form (Annex V)

 

1. Mandatory criteria

All mandatory (i.e. “must”/”have to”/”shall”/”will”) criteria mentioned throughout this RFPS have to be addressed and met in the Proposal.

 

 

 

 

 

 

1. Technical Proposal

The Technical Proposal should address all aspects and criteria outlined in this Request for Proposal, especially in

The Terms of Reference detailed in Annex II of this Request for Proposal and must be on the methodology and study implementation.

UNICEF welcomes new ideas and innovative approaches. Technical Proposals must be complete and provide all relevant support documentation to enable the RFP Evaluation Team to adequately assess and evaluate the Proposal 

 

At a minimum, the Technical Proposal must include:

 

• Completed profile form provided
• Previous experiences in studies. Copies of relevant studies need to be shared.
• Physical Location of offices with telephone, fax and e‐mail address. 
• Description of the services offered.
• Information on the expertise and capabilities of the organization submitting the proposal.
• Number  of  employees  and  organizational  chart 
• Please provide in a tabular form the number of teams you will form for this contract.
• Use a Gantt chart for each team to indicate the projected timeframe of, in what time you intend  to complete  the works 
• Expertise  and experience of proposed personnel
• CVs  of  key  personnel  to  be  involved  in  implementation  of  the  Contract. List of current clients with particular emphasis on international and humanitarian organizations.
• Compliance with UNICEF General Terms and Conditions (signed Proposal Form, page 3 of RFP.)

 

No price information shall be contained in the technical proposal.

 

1. Fee Proposal

The contractor’s financial proposal shall list all prices associated with the assignment, including remuneration for Personnel and travel expenses. All activities and items described in the Technical Proposal shall be assumed to be included in the price offered in the Financial Proposal. However fees proposals have to consider and not exclusive to the following:

1. Lump sum amount per day

 

 

 

1.7CONFIDENTIAL INFORMATION

Any Information which the Proposer considers proprietary should be clearly marked, by including the word “Proprietary” in the left hand margin next to the relevant part of the text.  The UNICEF evaluation team will treat such information accordingly.

 

1.8PROPOSAL OPENING

Due to the nature of this RFP There will be NO public opening of the Technical Proposal.  The  Technical  Proposals will  be  opened  by  an internal  UNICEF  Bidding  Committee  at  the  stipulated  date  and  time mentioned  above.   Acknowledgments of Proposals from participating Institutions/Contractors will be communicated   in writing by 14 Dec. 2016. All Proposals will then be reviewed by a Technical Evaluation Panel.

 

1.9RIGHTS OF UNICEF

UNICEF reserves the right to accept any Proposal, in whole or in part; or, to reject any or all Proposals.  UNICEF reserves the right to invalidate any Proposal received from a Proposer which, in the opinion of UNICEF, has previously failed to perform satisfactorily or properly or to complete a contract on time, or any Proposal received from a Proposer which, in the opinion of UNICEF, is not in a position to perform the contract to be awarded as a result of this procurement action.  UNICEF shall not be held responsible for any cost incurred by any Proposer in connection with this RFPS. The Proposer agrees to be bound by the decision of UNICEF as to whether its Proposal meets the requirements stated in this RFPS.  Without limiting the generality of the rights set out above, UNICEF expressly reserves the right to, and by submitting its Proposal the Proposer expressly accepts UNICEF’s right to:

 

• contact any or all references supplied by the Proposer(s);
• request additional supporting or supplementary data (from the Proposer(s));
• arrange interviews with any, some, or all of the Proposer(s), individually or collectively;
• reject any or all Proposals;
• accept any Proposal in whole or in part;
• negotiate with the Proposer or Proposers which has or have, as the case may be,  attained the best rating/ranking in the evaluation of Proposals;
• award contracts to such number of Proposers  as, in UNICEF’s opinion, is required to achieve the overall objectives of this RFPS.

 

By submitting a Proposal, the Proposer agrees to accept the decision of UNICEF as to whether the Proposal meets the requirements stated in this RFPS.

 

1.10PROPERTY OF UNICEF

This RFPS, along with any responses thereto, shall be considered the property of UNICEF and the Proposals will not be returned to the Proposers. 

 

1.11VALIDITY

Proposals should be valid for a period of not less than 90 days after proposal opening, unless otherwise specified in the Specific Terms and Conditions. Proposers are requested to indicate the validity period of their proposal, as UNICEF may issue contracts against the most responsive evaluated proposal if requests for identical services are received from our offices/divisions during the proposal validity period.  UNICEF may also request the validity period to be extended.

 

1.12GENERAL CONTRACTUAL TERMS AND CONDITIONS

The UNICEF Generic General Terms and Conditions for Institutional Contracts for Services are attached [Annex III].  The relevant provisions of these Generic General Terms and Conditions, together with any designated Special Terms and Conditions [Annex III, will form part of any contract resulting from this RFPS. 

 

1.13FULL RIGHT TO USE

The Proposer warrants that it has not and shall not enter into any agreement or arrangement that restrains or restricts UNICEF’s or any implementing partner’s rights to use, dispose of or, otherwise, deal with any of the goods that are the subject of this RFPS.

 

1.14PAYMENT TERMS

Payment will be made only upon UNICEF’s acceptance of the work performed in accordance with the contractual milestones.  The terms of payment are payment of the uncontested part of any invoice “Net 30days”, after receipt of invoice and proof of delivery.  Payment will be effected by Cheque in the proposal currency.  Proposers may offer early payment discounts, i.e. payment within a specified period of time faster than UNICEF’s standard payment term of Net 30 days.

 

 

1. MARKING AND RETURNING PROPOSALS

 

Proposals must be sent by 12.00 p.m [Khartoum] time Date: [13/12/2016]] as indicated on Page 1 of this RFPS.  “RFPS-SUDA-2016-9129175”: Subject: ” To provide strategic WASH technical support to the partners (UNOPS and UNICEF) and the Urban Water for Darfur Project Field Team based in El Fasher as described in the attached TOR document annexed II )

 

2.2TIME FOR RECEIVING PROPOSALS

 Proposals received prior to the stated closing time and date will be secured by Bid Section until the specified deadline for submission of Proposals,  at which time the Officer of the Bid Section will open the Proposals and no Proposal received thereafter will be considered.

 

2.3WITHDRAWAL

Proposals may be withdrawn at any time during the open period of the RFPS, but withdrawal of final submitted Proposals is not possible after the stated closing time of the RFPS. Negligence on the part of the Proposer confers no right for the withdrawal of the Proposal after it has been opened.

 

2.4CURRENCY OF PROPOSALS

Fee proposals must be stated in [US Dollars] or SDG.

 

2.5ERROR IN PROPOSALS

Proposers are expected to examine all schedules and all instructions pertaining to the work or Proposal.  Failure to do so will be at the Proposer’s own risk.

 

2.6REQUEST FOR INFORMATION

All requests for formal clarification or queries on this RFPS must be submitted in writing to:

• Abdul Azim El Jack, mailto:aeosman@unicef.org
• Ahmed Reafee, arsjmoona@unicef.org
   

Only written inquiries will be entertained.  Please make sure that the e-mail mentions the RFPS reference number.  Please be informed that if the question is deemed of common interest to all possible Proposers, the answers will be shared with all invitees.

 

3.PROPOSAL EVALUATION CRITERIA

3.1EVALUATION PROCESS

The established evaluation process and steps for finalising this procurement are:

 

1. RFPS Mandatory Requirements.  UNICEF will only evaluate Proposals complying with the mandatory requirements set out in section 3.2 below.

 

1. Proposal Technical evaluation. Proposals passing the minimum technical pass score will continue into the Commercial evaluation.

 

1. Proposal Financial evaluation.  The lowest fee Proposal will be awarded the full score assigned to the commercial proposal i.e. 30 points.

 

1. Recommendation.  The recommendation for award of contract will be based on best combination of technical and price score.

 

 

1. Final award and contracts.  Based on verified nominations, contracts negotiations will be initiated with one or more successful Proposer(s).

 

The UNICEF evaluation team will be composed of technical staff from UNICEF. The evaluation team will first evaluate each Proposal for compliance with the requirements of this RFPS.  Proposals deemed not to meet all of the mandatory requirements will be considered non-compliant and rejected at this stage without further consideration.  Failure to comply with any of the terms and conditions contained in this RFPS, including provision of all required information, may result in a Proposal being disqualified from further consideration.

 

3.2MANDATORY REQUIREMENTS

A Proposal MUST meet the following requirements. Documents to support these requirements must be submitted with the Proposal.

Legal Status

The Contractor shall attach a copy of its letter of incorporation, or other such document, indicating its legal status, as well as any other document showing that it intends to associate, or it has associated with, the other associates who are submitting a joint proposal.  In case the Consultant is a joint venture, letters of incorporation, or other such documents, shall be attached for all associates of the joint venture.

Financial Criteria

The Contractor shall provide evidence showing that its liquid assets and access to credit facilities are adequate for this RFPS.

 

3.3OVERALL EVALUATION GRID

Each Proposal will be evaluated against a weight allocation of [70%] for the technical proposals and [30%] for the fee proposal.  The total maximum obtainable points is 100.

Technical Proposal

Fee Proposal

[70] points

[30] points

 

The UNICEF evaluation team will select the Proposal which is of high quality, clear and meets the stated requirements and offers the best combination of technical and price score.

 

3.4TECHNICAL EVALUATION

The Technical evaluation is part of this RFP and included in the Annexe I

 

3.5TECHNICAL PASS CRITERIA

The minimum technical score required to pass is 49 points

 

3.6FINANCIAL EVALUATION

The maximum number of points will be allotted to the lowest price proposal that is opened and compared among those invited firms/institutions that obtain the threshold points in the evaluation of the technical component.  All other price proposals will receive points in inverse proportion to the lowest price; e.g.:

 

 

Max. score for price proposal (30) * Price of lowest priced proposal

Score for price proposal X =

 

 

Price of proposal X

 

All prices/rates quoted must be exclusive of all taxes as UNICEF is a tax-exempt organization.

 

At this point, the most favorable proposals will be selected for short-listing. The proposers on the short list may be given the opportunity to give UNICEF an oral presentation in order to be asked detailed questions for clarification of their proposals

 

3.7VERIFICATION PROCESS

It is expected that during the evaluation, UNICEF will be requesting clarifications from Proposers.

 

UNICEF will not divulge nor discuss the Proposals and merits except with the Proposer who made the Proposal. 

To ensure fairness towards all Proposers, the established technical evaluation criteria will be the basis for the evaluation; however, it is envisioned that the final evaluation may contain conclusions not only deriving from the method grid.

 

3.8UNETHICAL BEHAVIOUR

UNICEF strictly enforces a policy of zero tolerance concerning unethical, unprofessional or fraudulent acts of UNICEF suppliers / contractors.  Accordingly, any registered company that is found to have undertaken unethical, unprofessional or fraudulent activities will be suspended or forbidden from continuing business relations with UNICEF.

 

3.9CORRUPT AND FRAUDULENT PRACTICES

UNICEF requires that all suppliers / contractors associated with this Institutional/Corporate Contract observe the highest standard of ethics during procurement and execution of the work. In pursuance of this policy UNICEF

 

(a) Defines for the purpose of this provision the terms set forth as follows:

 

(i) 'corrupt practice' means the offering, giving, receiving or soliciting of anything of value to influence the action of a public official in the procurement process or in the execution of a contract, and

 

(ii) 'fraudulent practice' means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the client, and includes collusive practice among proposers (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the client of the benefits of free and open competition;

 

(b) Will reject a proposal for award if it determines that the selected supplier / contractor have engaged in any corrupt or fraudulent practices in competing for the contract in question;

 

(c) Will declare a supplier / contractor ineligible, either indefinitely or for a stated period of time, to be awarded a UNICEF-financed contract if at any time it determines that it has engaged in any corrupt or fraudulent practices in competing for, or in executing a UNICEF-financed contract.

 

 

 

 

 

 

 

 

 

 

ANNEXE I- EVALUATION SHEET

The technical sub-criteria are set out by the requesting section/evaluation team potentially with input from the procurement function. The below table includes a proposed technical sub-criteria, which must be modified and

Adapted to the needs of the service in question.

 

 

Technical Criteria

Technical Sub-criteria

Maximum Points

Overall Response

Completeness of response
Overall concord between RFP requirements and proposal

 10

Company and Key Personnel

Experience related to Water Supply, Sanitation and Hygiene

 

Experience related to providing strategic technical support to UNICEF WASH  pregame 

 

Key personnel: relevant work experience in Sudan/Africa in the strategic plan development  and  technical expertise in urban WASH 

15

15
 

 

15

Proposed Methodology and Approach

Proposed methodology and work plan

15

Maximum Points

 

70

PASSING score 

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEXE II. TERM OF REFRENCE

 Terms of Reference for Institutional Consultancy for WASH Expert

 

 

See attachment ANNEXE II. (4 Pages).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEX III
UNICEF GENERAL TERMS AND CONDITIONS

FOR INSTITUTIONAL/CORPORATE CONTRACTS

 

1.    ACKNOWLEDGMENT COPY

Signing and returning the acknowledgment copy of a contract issued by UNICEF or beginning work under that contract shall constitute acceptance of a binding agreement between UNICEF and the Contractor.

 

2.     DELIVERY DATE

Delivery Date to be understood as the time the contract work is completed at the location indicated under delivery Terms.

 

3.    PAYMENT TERMS

(a)   UNICEF shall, unless otherwise specified in the contract, make payment within 30 days of receipt of the contractor's invoice which is issued only upon UNICEF's acceptance of the work specified in the contract

 

(b)   Payment against the invoice referred to above will reflect any discount shown under the payment terms provided payment is made within the period shown in the payment terms of the contract

 

(c)   The prices shown in the contract cannot be increased except by express written agreement by UNICEF.

 

4.    LIMITATION OF EXPENDITURE

No increase in the total liability to UNICEF or in the price of the work resulting from design changes, modifications, or interpretations of the statement of work will be authorized or paid to the contractor unless such changes have been approved by the contracting authority through an amendment to this contract prior to incorporation in the work.

 

5.    TAX EXEMPTION

Section 7 of the Convention on the Privileges and Immunities of the United Nations provides, inter alia, that the UN, including its subsidiary organs, is exempt from all direct taxes and is exempt from customs duties in respect of articles imported or exported for its official use. Accordingly, the Vendor authorizes UNICEF to deduct from the vendor's invoice any amount representing such taxes or duties charged by the Vendor to UNICEF. Payment of such corrected invoice amount shall constitute full payment by UNICEF. In the event any taxing authority refuses to recognize the UN exemption from such taxes, the Vendor shall immediately consult with UNICEF to determine a mutually acceptable procedure.

 

Accordingly, the Contractor authorizes UNICEF to deduct from the Contractor's invoice any amount representing such taxes, duties, or charges, unless the Contractor has consulted with UNICEF before the payment thereof and UNICEF has, in each instance, specifically authorized the Contractor to pay such taxes, duties or Charges under protest In that event, the Contractor shall provide UNICEF with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized.

 

6.     LEGAL  STATUS.

The Contractor shall be considered as having the legal status of an independent contractor vis-a-vis UNICEF. The Contractor's personnel and sub-contractors shall not be considered in any respect as being the employees or agents of UNICEF.

 

 

 

7.     CONTRACTOR'S RESPONSIBILITY FOR EMPLOYEES

The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under this Contract, reliable individuals who will perform effectively in the implementation of the Contract, respect the local customs and conform to a high standard of moral and ethical conduct.

 

8.     INDEMNIFICATION

The Contractor shall indemnify, hold and save harmless and defend, at its own expense, UNICEF, its officials, agents, servants and employees, from and against all suits, claims, demands and liability of any nature or kind, including their costs and expenses, arising out of the acts or omissions of the Contractor or its employees or sub- contractors in the performance of this Contract This provision shall extend, inter alia, to claims and liability in the nature of workmen's compensation, product liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Contract

 

9.     INSURANCE AND LIABILITIES TO THIRD PARTIES

(a)   The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract

 

(b)   The Contractor shall provide and thereafter maintain all appropriate workmen's compensation and liability insurance, or its equivalent, with respect to its employees to cover claims for death, bodily injury or damage to property arising from the execution of this Contract The Contractor represents that the liability insurance includes sub-contractors.

 

(c)   The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of work under this Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with this Contract.

 

(d)    Except for the workmen's compensation insurance, the insurance policies under this Article shall:

(i)      name UNICEF as additional insured;

(ii)     include a waiver of subrogation of the Contractor's rights to the insurance carrier against UNICEF;

(iii)    provide that UNICEF shall receive thirty (30) days written notice from the insurers prior to any  cancellation or change of coverage.

(iv)     The Contractor shall, upon request, provide UNICEF with satisfactory evidence of the insurance  required under this Article.

 

10.    SOURCE OF INSTRUCTIONS

 

The Contractor shall neither seek nor accept instructions from any authority external to UNICEF in connection

with the performance of its     services under this Contract. The Contractor shall refrain from any action which may adversely affect UNICEF or the United Nations and shall fulfill its commitments with the fullest regard to the interests of UNICEF.

 

11.    ENCUMBRANCES/LIENS

The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with UNICEF against any monies due or to become due for any work done or materials furnished under this Contract, or by reason of any other claim or demand against the Contractor.

 

 

12.    TITLE TO EQUIPMENT

Title to any equipment and supplies which may be furnished by UNICEF shall rest with UNICEF and any such equipment shall be returned to UNICEF at the conclusion of this Contract or when no longer needed by the Contractor. Such equipment when returned to UNICEF shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear.

 

13.    COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS

UNICEF shall be entitled to all intellectual property and other proprietary rights including but not limited to patents, copyrights and trademarks, with regard to documents and other materials which bear a direct relation to or are prepared or collected in consequence or in the course of the execution of this contract. At UNICEF's request, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring them to the UNICEF in compliance with the requirements of the applicable law.

 

14.    CONFIDENTIAL NATURE OF DOCUMENTS

(a)    All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents  and all other data compiled by or received by the Contractor under this Contract shall be the  property of UNICEF, shall be treated as confidential and shall be delivered only to the UN authorized officials on completion of work under this Contract.

 

(b)   The Contractor may not communicate any time to any other person, Government or authority external to UNICEF, any information known to it by reason of its association with UNICEF which has not been made public except with the authorization of the UNICEF; nor shall the Contractor at any time use such information to private advantage. These obligations do not lapse upon termination of this Contract with UNICEF.

 

15.   FORCE MAJEURE; OTHER CHANGES IN CONDITIONS

(a)    In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to UNICEF of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify UNICEF of any other changes in conditions or the occurrence of any event which interferes or threatens to interfere with its performance of the Contract. On receipt of the notice required under this Article, UNICEF shall take such action as, in its sole discretion, it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under the Contract.

 

(b)    If the Contractor is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, UNICEF shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 14, 'Termination', except that the period of notice shall be seven (7) days instead of thirty (30) days.

 

(c)   Force majeure as used in this Article means acts of God, war (whether declared or not), invasion, revolution, insurrection or other acts of a similar nature or force.

 

16.   TERMINATION

If the Contractor fails to deliver any or all of the deliverables within the time period(s) specified in the contract, or fails to perform any of the terms, conditions, or obligations of the contract, or should the Contractor be judged bankrupt, or be liquidated or become insolvent, or should the contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the contractor, UNICEF may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate the contract, forthwith, in whole or in part, upon thirty (30) days notice to the Contractor.

 

UNICEF reserves the right to terminate without cause this Contract at any time upon thirty (30) days prior written notice to the Contractor, in which case UNICEF shall reimburse the Contractor for all reasonable costs incurred by the Contractor prior to receipt of the notice of termination.

 

In the event of any termination no payment shall be due from UNICEF to the Contractor except for work and services satisfactorily performed in conformity with the express terms of this contract.

 

Upon the giving of such notice, the Contractor shall have no claim for any further payment, but shall remain liable to UNICEF for reasonable loss or damage which may be suffered by UNICEF for reason of the default. The Contractor shall not be liable for any loss or damage if the failure to perform the contract arises out of force majeure.

 

Upon termination of the contract, UNICEF may require the contractor to deliver any finished work which has not been delivered and accepted, prior to such termination and any materials or work-in-process related specifically to this contract. Subject to the deduction of any claim UNICEF may have arising out of this contract or termination, UNICEF will pay the value of all such finished work delivered and accepted by UNICEF.

 

The initiation of arbitral proceedings in accordance with Article 22 'Settlement of Disputes' below shall not be deemed a termination of this Contract.

 

17.   SUB-CONTRACTING

In the event the Contractor requires the services of subcontractors, the Contractor shall obtain the prior written approval and clearance of UNICEF for all sub-contractors. The approval of UNICEF of a sub-contractor shall not relieve the Contractor of any of its obligations under this Contract. The terms of any sub-contract shall be subject to and in conformity with the provisions of this Contract.

 

18.   ASSIGNMENT AND INSOLVENCY

       a. The Contractor shall not, except after obtaining the written consent of UNICEF, assign, transfer, pledge or make other dispositions of the Contract, or any part thereof, of the Contractor's rights or obligations under the Contract.

 

       b. Should the Contractor become insolvent or should control of the Contractor change by virtue of insolvency, UNICEF may, without prejudice to any other rights or remedies, terminate the Contract by giving the Contractor written notice of termination.

 

19.   USE OF UNITED NATIONS AND UNICEF NAME AND EMBLEM

The Contractor shall not use the name, emblem or official seal of the United Nations or UNICEF or any abbreviation of these names for any purpose

 

20.   OFFICIALS NOT TO BENEFIT

The Contractor warrants that no official of UNICEF or the United Nations has received or will be offered by the Contractor any direct or indirect benefit arising from this Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of the Contract.

 

21.   PROHIBITION ON ADVERTISING

The Contractor shall not advertise or otherwise make public that the Vendor is furnishing goods or services to UNICEF without specific permission of UNICEF.

 

 

 

 

22.   SETTLEMENT OF DISPUTES

Amicable Settlement

 

The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.

 

Arbitration

 

Any dispute, controversy or claim between the Parties arising out of this Contract or the breach, termination or invalidity thereof, unless settled amicably under the preceding paragraph of this Article within sixty (60) days after receipt by one Party or the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitral tribunal shall have no authority to award punitive damages. In addition, the arbitral tribunal shall have no authority to award interest in excess of six percent (6%) and any such interest shall be simple interest only. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.

 

23.   PRIVILEGES AND IMMUNITIES

The privileges and immunities of the UN, including its subsidiary organs, are not waived.

 

24.   CHILD LABOUR

UNICEF fully subscribes to the Convention on the Rights of the Child and draws the attention of potential suppliers to Article 32 of the Convention which inter alia requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical, mental, spiritual, moral or social development.

 

25.   ANTI-PERSONNEL MINES

UNICEF supports an international ban on the manufacture of anti-personnel mines. Anti-personnel mines have killed and maimed thousands of people, of whom a large proportion are children and women. Anti-personnel mines present a serious obstacle to the return of populations displaced from their residences by fighting around their villages and homes. UNICEF has, therefore, decided not to purchase products from companies that sell or manufacture anti-personnel mines or their components.

 

26.   AUTHORITY TO MODIFY

No modification or change in this Contract, no waiver of any of its provisions or any additional contractual relationship of any kind with the Contractor shall be valid and enforceable against UNICEF unless provided by an amendment to this Contract signed by the authorized official of UNICEF.

 

27.   REPLACEMENT OF PERSONNEL

UNICEF reserves the right to request the Contractor to replace the assigned personnel if they are not performing to a level that UNICEF considers satisfactory. After written notification, the Contractor will provide curriculum vitae of appropriate candidates within three (3) working days for UNICEF review and approval. The Contractor must replace the unsatisfactory personnel within seven (7) working days of UNICEF's selection.

 

If one or more key personnel become unavailable, for any reason, for work under the contract, the Contractor shall (i) notify the project authority at least fourteen (14) days in advance, and (ii) obtain the project authority's approval prior to making any substitution of key personnel. Key personnel are designated as follows:

 

(a) Personnel identified in the proposal as key individuals (as a minimum, partners, managers, senior auditors) to be assigned for participation in the performance of the contract.

(b) Personnel whose resumes were submitted with the proposal; and
(c) Individuals who are designated as key personnel by agreement of the Contractor and UNICEF during negotiations.

 

In notifying the project authority, the Contractor shall provide an explanation of circumstances necessitating the proposed replacement(s) and submit justification and qualification of replacement personnel in sufficient detail to permit evaluation of the impact on the engagement.

 

Acceptance of a replacement person by the project authority shall not relieve the Contractor from responsibility for failure to meet the requirements of the contract.